whichagm2015fandomcom-20200215-history
Trustees holding shares in companies that do business with Which
Trustees's Interests I am a staunch believer that transparency is a requirement for charity trustees and staff when dealing with or for the charity. The original writers of the Articles decided that the Consumers' Association Ltd could not trade with any company where a Trustee held more than 1% of the shares. This was changed in 2012 when Council put forward a Resolution that Trustees could hold up to 5% of a company and the Consumers' Association companies would be allowed to deal with them. This was passed at the AGM. My personal feeling is that this Article if amended at all should have been for a full reveal of trading with companies associated with Trustees. However as you appreciate there is no practical way to contact fellow shareholders to discuss the implications of any Resolutions put forward by Council. At the time in 2012 when the Resolution was put to members our Chairman Mr. Barwise did not hold any shares in Verve Partner Holdings. Following the successful passing of the Resolution Mr Barwise re-purchased his holding of 1.6%. There is no longer a report in the Accounts of Mr Barwise's shares as they are no longer in excess of the new limit in the Articles so the trading is not "ultra vires". Which? Ltd continues to trade with Verve Partners Ltd. Whether this is a correct interpretation of auditing rules requires clarification. A A statement of facts derived from Companies House records available on-line, public information, and the Accounts of the Consumer Association Ltd. 2009 - Verve Partner Holdings Ltd and the 100% owned Verve Partners Ltd are formed 2009 - May - Verve announces names of three new investors in the company including Paddy Barwise 2009 - December regulatory filing - Thomas Barwise holds 1.6% of the Holding company shares split between two classes of shares. Mr Barwise is one of six shareholders. 2009/10 Which? commences trading with Verve Partners Ltd which is not shown in the Accounts 2010/11 Accounts show trading of £508,536 and reveals the 20009/10 trading figures of £287,830 2011/12 Accounts show trading of £550,975 2011/12 Accounts advise Mr. Barwise sold the shares at cost in February* 2012 and he confirms this at the November 2012 AGM 2012 December Regulatory filing shows Thomas Barwise owns 1.6% of the shares shares continue to be held according to Returns. B The National Trust Accounts for 2014 - a sample of the dozens of named people Sir Laurie Magnus, the former Deputy Chairman of the National Trust, is a Trustee of The Landmark Trust. During the year, The Landmark Trust leased several properties from the National Trust. The rental charges paid under these leases amounted to £22,156 (2013: £18,109). The balance outstanding at 28 February 2014 was £nil (2013: £nil). '' Mr H P Matheson is a member of the Investment Committee and is a partner in Thoresby Home Farm. Thoresby Home Farm supplied cattle to the Trust for grazing at a cost of £15,000 (2013: £15,000). The balance outstanding at 28 February 2014 was £nil (2013: £nil). C The Government Website also has a view on the transparency matter as you can see from bullet point 4. However Companies can and in our case have made other arrangements so now anything under 5% need not be shared with members. =1. Directors' responsibilities= As a director of a limited company, you must: *try to make the company a success, using your skills, experience and judgment *follow the company’s rules, shown in its articles of association *make decisions for the benefit of the company, not yourself 4 '''tell other shareholders if you might personally benefit from a transaction the company makes' *keep company records and report changes to Companies House and HM Revenue and Customs (HMRC) *make sure the company’s accounts are a ‘true and fair view’ of the business’ finances *file a Company Tax Return and pay Corporation Tax *register for Self Assessment and send a personal Self Assessment tax return every year - unless it’s a non-profit organisation (eg a charity) and you didn’t get any pay or benefits, like a company car You can hire other people to manage some of these things day-to-day (eg an accountant) but you’re still legally responsible for your company’s records, accounts and performance. You may be personally liable for your company’s business liabilities and be fined, prosecuted or disqualified as a company director if you don’t follow the rules. Contact your professional adviser or trade association to find out more.